Exhibit 107
Calculation of Filing Fee Tables
Form F-1
(Form Type)
ZHIBAO TECHNOLOGY INC.
(Exact Name of Registrant as Specified in its Charter)
| | Security Type | | Security Class Title | | Fee Calculation or Carry Forward Rule | | Amount Registered | | | Proposed Maximum Offering Price Per Unit | | | Maximum Aggregate Offering Price | | | Fee Rate | | | Amount of Registration Fee | |
Fees to Be Paid | | Equity | | Class A ordinary share, par value of $0.0001 | | Other | | | 33,171,069 | (1)(2) | | $ | 1.545 | (3) | | $ | 51,249,301.61 | | | $ | 0.0001531 | | | $ | 7,846.27 | |
| | | | Total Offering Amounts | | | | | | | | | | | | $ | 51,249,301.61 | | | | | | | $ | 7,846.27 | |
| | | | Total Fees Previously Paid | | | | | | | | | | | | | | | | | | | | $ | | |
| | | | Total Fee Offsets | | | | | | | | | | | | | | | | | | | | $ | - | |
| | | | Net Fee Due | | | | | | | | | | | | | | | | | | | | $ | 7,846.27 | |
| (1) | Pursuant to Rule 416 under the Securities Act, there is also being registered hereby such indeterminate number of additional Class A ordinary shares as may be issued or issuable because of stock splits, stock dividends stock distributions, and similar transactions. |
| (2) | Represents the sum of (i) up to 32,278,481 Class A ordinary shares of the Company, par value $0.0001 per share (the “Shares”) issuable pursuant to the certain Share Purchase Agreement (the “GEM Purchase Agreement”), dated as of December 16, 2024, by and between the Company and GEM Global Yield LLC SCS (“GEM”) establishing an equity line of credit, including up to (a) 31,645,569 Shares that the Company may sell to GEM, from time to time under the GEM Purchase Agreement, and (b) 632,912 Shares issuable to GEM as commitment shares under the GEM Purchase Agreement; (ii) up to 467,800 Shares issuable upon exercise of the warrant that the Company issued to GEM Yield Bahamas Limited on December 16, 2024; (iii) up to 240,000 Shares issuable upon exercise of the warrant that the Company issued to L1 Capital Global Opportunities Master Fund (“L1”) on December 16, 2024; and (iv) up to 184,788 Shares issuable upon exercise of the warrant that the Company issued to L1 on December 11, 2024. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended. The proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high $1.63 and low $1.46 sale prices of our Class A ordinary shares on January 8, 2025, as reported on the Nasdaq. |